Barksdale Provides Transaction and Financing Update

Rhea-AI Summary

Barksdale Resources Corp. (OTCQB: BRKCF) updated on its acquisition of the San Javier del Cobre project in Mexico. Due diligence revealed title issues affecting three out of twelve mining concessions, covering 307.46 hectares. Consequently, Barksdale and Tusk Exploration Ltd agreed to defer 35% of initial cash and share payments. This reduces the Year 1 payment from 4 million shares and $50,000 to 2.6 million shares and $32,500. The resolution of title defects is expected by 2021, with a definitive agreement being finalized. Closing of the related private placement is projected for September 25, 2020.

Positive

• Successful negotiations with Tusk Exploration to defer a portion of the option payments, mitigating immediate financial outlay.
• Anticipated closing of the San Javier transaction and financing by September 25, 2020, indicating progress in the acquisition process.

Negative

• Title issues identified with three of the concessions could delay the acquisition and affect project viability.
• If title defects are not cleared by the third anniversary of the agreement, Barksdale risks forfeiting the affected concessions.

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, BC / ACCESSWIRE / September 16, 2020 / Barksdale Resources Corp. ("Barksdale" or the "Company") (TSXV:BRO)(OTCQB:BRKCF) is providing an update on the acquisition of the San Javier del Cobre project in Sonora, Mexico, which was previously announced on August 6, 2020 (the "Transaction").

Following a detailed due diligence campaign, the Company identified certain title issues with respect to three of the twelve mining concessions comprising approximately 307.46 hectares of the total lands covered under the option. Tusk Exploration Ltd ("Tusk") is in the process of rectifying these title issues and expects the process to be completed in 2021. Until the title issues have been rectified, Barksdale and Tusk have agreed to defer 35% of the Year 1 and Year 2 option cash and share payments ("Deferred Option Payment"). This lowers the upfront Year 1 cash and share consideration delivered to Tusk from 4.0 million shares of Barksdale and $50,000 in cash to 2.6 million shares of Barksdale and $32,500 in cash.

If the title defects are corrected on or before the third anniversary of the definitive agreement (see below), Barksdale shall pay the Deferred Option Payment to Tusk within 30 days. If Tusk fails to correct the title issues on or before the third anniversary of the definitive agreement, the three affected concessions will be dropped from the option, the Deferred Option Payment cancelled and forfeited and the remaining option payments to Tusk under the definitive agreement reduced by 35%. If Tusk is successful in clearing the title defects on one or two of the concessions, but not all three, they will receive a pro-rated percentage of the Deferred Option Payment based on the amount of land recovered.

Both Tusk and Barksdale are now finalizing the terms of the definitive agreement for the Transaction. The Company anticipates closing the private placement financing announced on August 6 and upsized on September 1 ("Offering"), as well as the Transaction, on or about September 25. The Offering and Transaction remain subject to customary closing conditions and acceptance of the TSX Venture Exchange.

Barksdale Resources Corp. is a base metal exploration company headquartered in Vancouver, BC, that is focused on the acquisition, exploration and advancement of highly prospective base metal projects in North America.

ON BEHALF OF BARKSDALE RESOURCES CORP

Rick Trotman
President, CEO and Director
Rick@barksdaleresources.com

Terri Anne Welyki
Vice President of Communications
778-238-2333
TerriAnne@barksdaleresources.com

For more information please phone 778-238-2333, email info@barksdaleresources.com or visit www.BarksdaleResources.com.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes "forward-looking information" under applicable Canadian securities legislation including, but not limited to, the anticipated closing date for the Offering and San Javier Transaction and the expected rectification of certain title defects affecting three of the mining concessions comprising part of the San Javier property. Such forward-looking information reflects management's current beliefs and are based on a number of estimates and assumptions made by and information currently available to the Company that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Readers are cautioned that such forward-looking information are neither promises nor guarantees, and are subject to known and unknown risks and uncertainties including, but not limited to, general business, economic, competitive, political and social uncertainties, uncertain and volatile equity and capital markets, lack of available capital, actual results of exploration activities, environmental risks, future prices of base and other metals, operating risks, accidents, labor issues, delays in obtaining governmental approvals and permits, and other risks in the mining industry. There are no assurances that the Company will successfully complete the acquisition of San Javier or the Offering on the terms contemplated or at all. In addition, there is uncertainty about the spread of COVID-19 and the impact it will have on the Company's operations, supply chains, ability to access mineral properties including San Javier, procure equipment, contractors and other personnel on a timely basis or at all and economic activity in general. All forward-looking information contained in this news release is qualified by these cautionary statements and those in our continuous disclosure filings available on SEDAR at www.sedar.com. Accordingly, readers should not place undue reliance on forward-looking information. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

THIS NEWS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES AND THE COMPANY IS NOT SOLICITING AN OFFER TO BUY THE SECURITIES DESCRIBED HEREIN. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

SOURCE: Barksdale Resources Corp.

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https://www.accesswire.com/606289/Barksdale-Provides-Transaction-and-Financing-Update

FAQ

What is the status of the San Javier del Cobre project acquisition for Barksdale Resources Corp?

Barksdale is addressing title issues with three mining concessions and has deferred 35% of initial payments until resolution is achieved.

When does Barksdale expect to finalize the acquisition of the San Javier project?

The acquisition is expected to close around September 25, 2020, pending the resolution of title issues.

How have the payment terms changed for the San Javier project acquisition?

Barksdale's Year 1 cash and share payment to Tusk has been reduced from 4 million shares and $50,000 to 2.6 million shares and $32,500 due to title issues.